Corporate Appraisal and Dissenters'-Rights Procedure in Connecticut
At a glance
| Governing law, corporation, shareholder, and transaction scope | Connecticut Business Corporation Act §§ 33-855 to -872; record and beneficial shareholder; issuer or merger survivor for later procedure (§ 33-855) |
|---|---|
| Merger, exchange, asset-sale, amendment, conversion, and domestication triggers | Qualifying merger/parent merger, acquired-company share exchange, voted asset disposition, fractional-share amendment, benefit-corporation changes, qualifying division; governing records/board may add listed actions. No general conversion or domestication trigger (§ 33-856(a)) |
| Market-out, public-company, consideration, and governing-record expansion | Covered security, organized market with ≥2,000 holders/≥$20m qualifying value, or redeemable open-end investment shares generally excluded; nonqualifying consideration/interested-transaction exceptions. Preferred rights may be limited subject to voting and one-year protections (§ 33-856(b)-(c)) |
| Record/beneficial ownership, nominees, continuous holding, and share scope | Record partial position requires all class/series shares for each represented beneficial owner plus name/address; direct beneficial owner needs record-holder consent by form deadline and all owned class/series shares. No separate continuous-holding rule; acquisition certification affects withholding (§§ 33-857, -862, -867) |
| Meeting, consent, short-form, and post-effective notice | Meeting/offer and consent notices state corporate appraisal conclusion and include §§ 33-855 to -872 when rights are/may be available; parent-merger effective notice within 10 days. Annual financials ≤16 months plus latest interim (§ 33-860) |
| Pre-vote intent, demand form and delivery, and voting consequences | Meeting: written intent before vote and no class/series shares voted for. Consent: no favorable consent. Qualifying offer: intent before purchase and no tender. Failure bars payment (§ 33-861) |
| Post-effective appraisal notice, form, share deposit, and deadline | Notice/form from effectiveness through day 10; announcement/acquisition and nonapproval certifications, estimate, destinations, count-information and withdrawal dates, plus governing sections. Form window 40-60 days; late form or required certificate deposit bars payment (§§ 33-862 to -863) |
| Corporation payment/offer, supplemental demand, and withdrawal | Cash estimate+judgment-rate interest within 30 days after form deadline; uncertified acquisition timing may trigger an offer. Further demand within 30 days after payment/offer. Withdrawal date within 20 days after form deadline; later only with corporate written consent (§§ 33-863, -865, -867, -868) |
| Court petitioner, venue, timing, discovery, costs, and interest | Corporation petitions within 60 days after unsettled demand or pays it; principal/registered-office judicial-district Superior Court. All unsettled holders joined; civil discovery, appraisers, no jury; costs default to corporation with misconduct/noncompliance shifts (§§ 33-871 to -872) |
| Fair-value, fiduciary, securities, tax, and litigation boundaries | Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount except specified amendment rights; interest from effect at then-current judgment rate. Appraisal is exclusive against a covered action whether or not pursued; other advice remains outside scope (§§ 33-855(3)-(4), 33-856(d)) |
Requirements one by one
Transactions, exclusions, and exclusivity
The entitlement list covers approval-required and parent mergers, acquired- company share exchanges, qualifying asset dispositions, fractional-share amendments, specified benefit-corporation changes, a qualifying division, and rights added by the certificate, bylaws, or board. It states no general conversion or domestication trigger. Conn. Gen. Stat. § 33-856(a).
Covered securities, an organized-market class with at least 2,000 holders and $20 million in qualifying value, and redeemable open-end investment-company shares are generally excluded. Nonqualifying consideration and interested transactions restore the right. Preferred-share limits carry voting and one- year protections. Conn. Gen. Stat. § 33-856(b)-(c).
When Section 33-856 makes payment available, appraisal is the shareholder's exclusive remedy as holder against the covered action, whether or not the shareholder completes the appraisal procedure. Conn. Gen. Stat. § 33-856(d).
Owners, notices, and preservation
A record holder splitting its position must object for all class or series shares owned by each represented beneficial owner and give the owner's name and address. A beneficial owner needs the record holder's written consent by the form deadline and must include all owned shares of the class or series. Conn. Gen. Stat. § 33-857.
Meeting, qualifying-offer, and consent notices state whether the corporation concludes rights are, are not, or may be available. When rights are or may be available, the appraisal sections accompany them. Parent-merger notice goes out within 10 days. Required notices also include annual financials no more than 16 months old and the latest interim statements, if any. Conn. Gen. Stat. § 33-860.
A meeting holder gives written intent before the vote and does not vote the class or series for the action. A consent holder does not sign a favorable consent. Under the qualifying-offer route, intent precedes purchase and the holder does not tender. Missing the applicable condition bars payment. Conn. Gen. Stat. § 33-861.
Form, payment, and withdrawal
The appraisal notice arrives from effectiveness through day 10 and sets a form deadline 40 to 60 days after sending. It asks about announcement-date ownership and nonapproval, states the corporation's estimate, gives form and certificate destinations, supplies a count-information right, and sets a withdrawal date within 20 days after the form deadline. Conn. Gen. Stat. § 33-862.
The holder returns the form and deposits certificates as required. After doing so, shareholder rights end unless the holder timely withdraws. Withdrawal after the stated date requires corporate written consent. Conn. Gen. Stat. § 33-863.
Ordinary cash payment is due within 30 days after the form deadline with current-enough financials, an estimate no lower than the notice estimate, and a further-payment warning. Missing acquisition certification can produce the separate after-acquired-share offer. Conn. Gen. Stat. § 33-865; Conn. Gen. Stat. § 33-867.
A dissatisfied holder has 30 days after receiving payment or offer to state a written estimate and demand that amount plus interest, net of payment. Missing that clock waives further payment. Conn. Gen. Stat. § 33-868.
Court procedure and costs
The corporation petitions within 60 days after receiving an unsettled further demand or pays the demanded amount plus interest. Venue is the principal- or registered-office judicial district's Superior Court. All unsettled holders are joined; ordinary civil discovery applies, appraisers may be appointed, and there is no jury. Conn. Gen. Stat. § 33-871.
Court costs ordinarily fall on the corporation, with equitable misconduct and noncompliance shifts. A successful direct suit for a missed required payment recovers all suit expenses. Conn. Gen. Stat. § 33-872.
What trips people up
Exclusivity does not depend on perfecting appraisal. Section 33-856(d) says the remedy is exclusive whether or not the shareholder proceeds under Sections 33-855 to 33-872. That makes missed appraisal steps especially consequential.
Connecticut's further-demand section applies to dissatisfaction with the payment or offer and runs 30 days from receipt. Conn. Gen. Stat. § 33-868.
Common questions
Who starts the court appraisal?
The corporation must petition within 60 days after receiving an unsettled further demand. If it does not, it owes the demanded cash amount plus interest. Conn. Gen. Stat. § 33-871(a).
Do I remain a shareholder after returning the form?
Not ordinarily. Returning the form for uncertificated shares or depositing certificates ends shareholder rights unless the holder withdraws under the statutory procedure. Conn. Gen. Stat. § 33-863(a)-(b).
Can I bring another holder claim instead of appraisal?
Section 33-856(d) says appraisal is the exclusive remedy as holder against the covered action whether or not the holder pursues it. Applying that boundary to a real fiduciary, disclosure, securities, or transaction dispute requires the complete current law and record. Conn. Gen. Stat. § 33-856(d).
Statutes and sources
- Conn. Gen. Stat. §§ 33-855 to 33-857 define the parties, value, interest, triggers, exclusions, exclusivity, and owner rules. Accessed September 5, 2026.
- Conn. Gen. Stat. §§ 33-860 to 33-868 govern notices, intent, forms, deposits, withdrawal, payment, after-acquired shares, and further demand. Accessed September 5, 2026.
- Conn. Gen. Stat. §§ 33-871 to 33-872 govern the court proceeding and cost and expense allocation. Accessed September 5, 2026.
Source links
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